EXHIBIT 3.1
[ S P E C I M E N ]
================================================================================
VALUESTAR CORPORATION
NUMBER _____ SHARES_____________
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
COMMON STOCK
This Certifies that ___________________________________________ is the owner of
______________________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$0.00025 PAR VALUE, OF VALUESTAR CORPORATION (hereinafter called the
"Corporation"), transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation, as amended, and the Bylaws of the Corporation, as
amended (copies of which are on file at the office of the Transfer Agent), to
all of which the holder of this Certificate by acceptance hereof assents. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar. Witness the facsimile seal of the Corporation nad the
facsimile signatures of its duly authorized officers.
Date: _________
____________________ ____________________
SECRETARY PRESIDENT
(SEAL)
Countersigned:
================================================================================